Common use of Governmental and Third-Party Notices and Consents Clause in Contracts

Governmental and Third-Party Notices and Consents. Each Party shall use its commercially reasonable efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Each Seller shall use its respective commercially reasonable efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, including, with respect to PureSight-Israel if so requested by BCGI-Israel prior to the Closing, the written consent of the Israeli Investment Center regarding the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule. If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Sellers to the Buyers (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Sellers, after using their commercially reasonable efforts, are unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the applicable Seller to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Sellers shall continue to use their commercially reasonable efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyers and the Sellers shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the associated liabilities and obligations of the Sellers) to the Buyers.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its commercially reasonable efforts or his Reasonable Best Efforts to obtain, at its or his expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Each Seller Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Harx-Xxxxx-Xxxxxx Xxt, shall use its respective commercially reasonable efforts Reasonable Best Efforts to obtainobtain an early termination of the applicable waiting period, at and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided, however, that, notwithstanding anything to the contrary in this Agreement, the Buyer shall not be obligated to respond to any HSR Additional Action Request (as hereinafter defined). For purposes of this Agreement, an HSR Additional Action Request shall mean (A) a formal request for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the Harx-Xxxxx-Xxxxxx Xxt or (B) a request to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of the Buyer or its expenseAffiliates. Notwithstanding the foregoing, the Buyer shall be solely responsible for any and all such waivers, consents or approvals from third parties, including, filing fees due under the Harx-Xxoxx Xxxxxx Xxt in connection with the filings described above and neither the Company nor any Company Shareholder shall have any obligation with respect to PureSight-Israel if so requested by BCGI-Israel prior to the Closing, the written consent of the Israeli Investment Center regarding the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule. If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Sellers to the Buyers (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Sellers, after using their commercially reasonable efforts, are unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the applicable Seller to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Sellers shall continue to use their commercially reasonable efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining payment of such consent or approval, the Buyers and the Sellers shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the associated liabilities and obligations of the Sellers) to the Buyersfiling fees.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its commercially reasonable efforts Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Each Seller shall use its respective commercially reasonable efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, including, with respect to PureSight-Israel if so requested by BCGI-Israel prior to Without limiting the Closing, the written consent generality of the Israeli Investment Center regarding foregoing, each of the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule. If Parties shall (i) promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the Assigned Contracts United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act or other assets applicable U.S. or rights constituting Acquired Assets may not be assigned and transferred by the Sellers to the Buyers (as a result of either the provisions thereof or applicable law) without the consent or approval of a third partyforeign antitrust laws, (ii) the Sellers, after using their commercially reasonable efforts, are unable use its Reasonable Best Efforts to obtain such consent or approval prior to an early termination of the Closing and applicable waiting period, (iii) make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable, (iv) to the Closing occurs neverthelessextent permitted by applicable law, then cooperate with one another in connection with any filing under applicable antitrust laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Entity (Aincluding any proceeding initiated by a private party), and (v) to the extent permitted by applicable law, keep the other Parties reasonably informed of any communication received by such Assigned Contracts and/or other assets Party from, or rights given by such party to, any Governmental Entity; provided, however, that notwithstanding anything to the contrary in this Agreement, the Buyer shall not be assigned and transferred by the applicable Seller obligated to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities sell or obligations with respect thereto at the Closing, dispose of or hold separately (Bthrough a trust or otherwise) the Sellers shall continue to use their commercially reasonable efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyers and the Sellers shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be necessary to assign and transfer such Assigned Contracts and/or other any assets or rights (and the associated liabilities and obligations businesses of the Sellers) to the BuyersBuyer or its Affiliates.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its commercially reasonable efforts Reasonable Best Efforts to obtain, or cause to be obtained, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Each Seller shall use its respective commercially reasonable efforts to obtain, at its expenseincluding: (i) filing or submitting, or causing the filing or submission of, all such waiversParty’s filings and submissions required to be made to any Governmental Entity in connection with the transactions contemplated by, consents or approvals resulting from, this Agreement, including the filing of Notification and Report Forms and related material required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act; (ii) using its Reasonable Best Efforts to obtain an early termination of the applicable waiting period; and (iii) making any further filings or information submissions pursuant thereto that may be necessary, proper or advisable. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall take any and all action necessary to obtain any necessary approval from third partiesany Governmental Entity or to prevent the initiation of any lawsuit by any Governmental Entity under any antitrust or competition Law or to prevent the entry of any Order that would otherwise make the consummation of the transactions contemplated by this Agreement unlawful, including: (A) divesting, with respect disposing or transferring any of its assets, properties or businesses or the assets, properties or businesses to PureSight-Israel if so requested be acquired by BCGI-Israel prior it pursuant to the Closing, the written consent of the Israeli Investment Center regarding the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, transactions contemplated by this Agreement as are required to be listed divested in order to avoid the Disclosure Schedule. If (i) entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred transactions contemplated by the Sellers to the Buyers (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Sellers, after using their commercially reasonable efforts, are unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the applicable Seller to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities or obligations with respect thereto at the Closing, this Agreement; (B) licensing or otherwise making available to any Person, any technology or other intellectual property rights of Buyer (prior to or after the Sellers shall continue Closing) or any member of the Company Group (after the Closing); (C) holding separate any assets or operations of Buyer (either before or after the Closing) or any member of the Company Group (after the Closing); or (D) changing or modifying any course of Table of Contents conduct or otherwise making any commitment (to use their commercially reasonable efforts any Governmental Entity or otherwise) regarding future operations of Buyer’s business prior to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyers and the Sellers shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the associated liabilities and obligations of the Sellers) including with regard to the BuyersBusiness.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its commercially reasonable efforts Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Each Seller Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act, shall use its respective commercially reasonable efforts Reasonable Best Efforts to obtainobtain ax xxxxx xxxxxxxxxon of the applicable waiting period, at its expenseand shall make any further filings or information submissions pursuant thereto that may be necessary, all such waivers, consents proper or approvals from third parties, including, advisable. The Buyer and Emerson agree to respond as promptly as practicable to any government rexxxxxx for information under any Antitrust Law. If any objections are asserted with respect to PureSight-Israel the transactions contemplated hereby under any Antitrust Law or if so requested any suit is instituted by BCGI-Israel prior to the Closing, the written consent of the Israeli Investment Center regarding the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule. If (i) Governmental Entity challenging any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned transactions contemplated hereby as violative of any Antitrust Law, each of Buyer and transferred Emerson shall use reasonable commercial efforts to resolve such objectioxx xx xhallenge such Governmental Entity under such Antitrust Law so as to permit consummation of the transactions contemplated by the Sellers this Agreement. Notwithstanding anything to the Buyers contrary in this Agreement, neither the Buyer nor Emerson (as a result of either the provisions thereof or applicable law) without the consent or approval of a third partyand, (ii) the Sellers, after using their commercially reasonable efforts, are unable to obtain such consent or approval prior to the Closing extent required by any Governmental Entity, their rxxxxxxxve Subsidiaries and (iiiAffiliates) shall be required to enter into Settlements with any Governmental Authority and neither the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights Buyer nor any of its Subsidiaries shall not be assigned and transferred by required to take any action under this Section 4.2 if the applicable Seller to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Sellers shall continue to use their commercially reasonable efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining United States Department of such consent or approvalJustice, the Buyers and the Sellers shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be necessary United States Federal Trade Commission or any foreign Governmental Entity authorizes its staff to assign and transfer such Assigned Contracts and/or other assets seek a preliminary injunction or rights (and the associated liabilities and obligations restraining order to enjoin consummation of the Sellers) to transactions which are the Buyerssubject of this Agreement.

Governmental and Third-Party Notices and Consents. Each (a) Until such time as this Agreement is terminated by either or both Parties pursuant to Section 7.1, each Party shall cooperate and shall use its commercially reasonable all necessary efforts and take all necessary actions to obtain, at its expenseexpense (except as provided in Section 4.8), all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Each Seller Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, and thereafter shall use its all necessary efforts and take all necessary actions to obtain an early termination of the applicable waiting period, to make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable, to respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act and to avoid, contest and/or overcome any administrative or judicial action or order that would restrict, prevent or prohibit the consummation of the Merger. Nothing contained in this Agreement would require the Buyer or the Transitory Subsidiary to agree to divest, license or otherwise become subject to any limitations on, their respective commercially reasonable efforts rights effectively to obtainacquire, at its expensecontrol or operate the business of the Company, or divest itself of all such waiversor any portion of the Company’s business or the business, consents assets or approvals from third partiesoperations of the Buyer or the Transitory Subsidiary, or any of their respective Affiliates. Each Party shall cooperate with the other Parties hereto in connection with making any filing under the HSR Act or premerger filings with other Governmental Entities, including, with respect to PureSight-Israel if so the Party making a particular filing, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith. The Company shall provide promptly following the request of Buyer any information required in connection with the preparation of merger filings with, and any information requested by, any Governmental Entity in respect of such filings. The Buyer shall be entitled to direct and oversee any proceedings or negotiations with any Governmental Entity relating to the government review of the Merger. The Company shall promptly inform Buyer of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority in respect of any such filings, investigation or other inquiry. The Company shall, to the extent practicable, provide reasonable prior notice of any meeting or communication with any Governmental Entity regarding any filings, investigation or other inquiry reviewing the transaction, such that the Buyer has reasonable opportunity to attend and participate at such a meeting or communication. The Company shall consult and cooperate with Buyer in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by BCGI-Israel or on behalf of the Company in connection with all meetings, actions and proceedings under or relating to any such application or filing. For the avoidance of doubt, all strategic decisions, presentations, submissions and any other documentation prepared in connection with the transactions contemplated by this Agreement (other than communication by the Company’s counsel in the ordinary course with representatives of Governmental Entities, of which such counsel shall keep Buyer’s counsel fully informed) shall be made or prepared by the Buyer, or reviewed by the Buyer to the extent the submission must be made by the Company, and the Company shall fully cooperate with Buyer in connection with the same. Neither the Buyer nor any subsidiary thereof is, or will become prior to the ClosingEffective Time, party to any agreement pursuant to which it is obligated, or may become obligated, to acquire any other entity, business or assets of an entity or business, the written consent acquisition of which would reasonably be expected to materially delay or prevent the receipt of necessary HSR Act clearance of the Israeli Investment Center regarding the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule. If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred transactions contemplated by the Sellers to the Buyers (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Sellers, after using their commercially reasonable efforts, are unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the applicable Seller to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Sellers shall continue to use their commercially reasonable efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyers and the Sellers shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the associated liabilities and obligations of the Sellers) to the Buyersthis Agreement.

Governmental and Third-Party Notices and Consents. (a) The Parties shall jointly file an application with the PSC for the PSC Approval as soon as practical, but in no event later than July 31, 2012, and each Party is committed to dedicate the time and other resources necessary to achieve such deadline. Each Party shall bear its own expenses in connection with the preparation of such application with the PSC, and the Parties shall share equally all joint costs and expenses in connection with such application, including without limitation any filing costs and expenses. The Seller and the Buyer agree to use Reasonable Best Efforts to promptly seek the PSC Approval including responding as promptly as practicable to any inquiries or requests received from the PSC for additional information or documentation. The Parties agree the application will not include a request for acquisition premium, and the Buyer covenants it will not seek to recover an acquisition premium in any future rate proceedings before the PSC. The Parties agree that the application for the PSC Approval shall be limited to a request for approval of the transactions contemplated by this Agreement and shall not include a request for any ratemaking treatment associated therewith, including but not limited to a finding of rate base or any proposed change in rates, and the Parties contemplate that such application shall include, but not be limited to, the following elements: the proposed price to be paid for the Shares and the proposed terms of payment, the financial statements of the Buyer and the Company (including a pro forma balance sheet of the Company reflecting the results of the transactions contemplated by this Agreement), a report of the nature of the Buyer’s business and an informative description of the business intended to be done by the Buyer, and a statement of reasons why the Buyer desires to complete the transactions contemplated by this Agreement to be consummated at the Closing. In addition, each Party shall use its commercially reasonable efforts Reasonable Best Efforts to obtain, at its expense, all other waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all other registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Each The Seller shall use its respective commercially reasonable efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, including, with respect to PureSight-Israel if so requested by BCGI-Israel prior to the Closing, the written consent of the Israeli Investment Center regarding the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule. If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Sellers to the Buyers (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Sellers, after using their commercially reasonable efforts, are unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the applicable Seller responsible for any rate effects resulting from any regulatory approval or order relating to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Sellers shall continue to use their commercially reasonable efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyers and the Sellers shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the associated liabilities and obligations of the Sellers) to the Buyerstransactions contemplated by this Agreement.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its commercially reasonable efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Each Seller shall use its respective commercially reasonable efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, including, with respect to PureSight-Israel if so requested by BCGI-Israel prior to Without limiting the Closing, the written consent generality of the Israeli Investment Center regarding foregoing, each of the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule. If Parties (i) will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Assigned Contracts any Party hereto in connection with proceedings under or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Sellers relating to the Buyers (as a result of either the provisions thereof or applicable law) without the consent or approval of a third partyXxxx-Xxxxx-Xxxxxx Act, (ii) shall promptly file any Notification and Report Forms and related material that it may be required to file with the SellersFederal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, after using their commercially reasonable efforts, are unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the applicable Seller to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Sellers shall continue to use their its commercially reasonable efforts to obtain an early termination of the necessary consent or approval as soon as practicable after the Closingapplicable waiting period, and (Civ) upon shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided, however, that notwithstanding anything to the obtaining of such consent or approvalcontrary in this Agreement, the Buyers Buyer shall pay the filing fees of Buyer, the Company and the Sellers shall execute Company Stockholders with respect to such further instruments filing. With respect to any such filings under the Xxxx-Xxxxx-Xxxxxx Act, each Party will (x) promptly notify the other Party of conveyance any written communication to that Party from any Governmental Entity located in the United States and, to the extent practicable, outside of the United States and, subject to applicable law, if practicable, permit the other Party to review in advance any proposed written communication to any such Governmental Entity and incorporate the other Party’s reasonable comments, (y) not agree to participate in substantially any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement and the form executed at transactions contemplated thereby unless, to the Closingextent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and (z) as furnish the other Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated thereby, except that any materials concerning the Buyer’s valuation of the Company, the Company’s valuation of the transaction or competitively sensitive information of either Buyer or the Company may be necessary to assign redacted and transfer such Assigned Contracts and/or other assets or rights (and the associated liabilities and obligations internal financial information of the Sellers) Buyer may be provided to the BuyersCompany’s counsel on an outside counsel basis only.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its commercially reasonable efforts Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Each Seller Without limiting the generality of the foregoing, each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx Xxxxx Xxxxxx Act, shall use its respective commercially reasonable efforts Reasonable Best Efforts to obtainobtain an early termination of the applicable waiting period, at and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided that in no event shall Buyer or any of its expenseAffiliates be required to (i) agree or commit to divest, all such waivershold separate, consents offer for sale, abandon, limit its operation of or approvals from third parties, including, take similar action with respect to PureSight-Israel if so requested by BCGI-Israel prior to the Closingany assets (tangible or intangible) or any business interest of it or any of its Affiliates (including, without limitation, the written consent of the Israeli Investment Center regarding the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule. If (i) Surviving Corporation or any of the Assigned Contracts Subsidiaries after consummation of the Merger) in connection with or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Sellers to the Buyers (as a result of either the provisions thereof or applicable law) without condition to receiving the consent or approval of a third partyany Governmental Entity (including, without limitation, under the Xxxx Xxxxx Xxxxxx Act) or (ii) defend through litigation on the Sellersmerits any claim asserted in any court by any person or Government Entity. Notwithstanding the foregoing to the contrary, each of Buyer and the Company shall be responsible for paying 50% of any filing fees incurred by either the Company or Buyer with respect to filings made with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx Xxxxx Xxxxxx Act. With respect to any survey or other relicensing inspection of a Company Facility by any Governmental Entity conducted at any time during the three (3) month period after using their commercially reasonable effortsthe Closing Date as a result of Buyer's application for change of ownership or change of operator, as applicable, the Company (or the Indemnifying Securityholders to the extent such costs are unable payable after Closing) shall be responsible (on a joint and several basis, with respect to obtain the Indemnifying Securityholders) for all citations and/or deficiencies attributable (i) solely to pre-Closing activities that violate a licensing statute, rule or regulation (and which violation did not first occur after the Closing Date) and/or (ii) to pre-Closing conditions existing at such consent Company Facility, and the Company shall take all actions reasonably necessary to correct such citations and/or deficiencies to the extent applicable; provided, however, that in no event shall the Company (or approval the Indemnifying Securityholders to the extent such costs are payable after Closing) be obligated to pay pursuant to this Section 4.2, in the aggregate, more than $25,000 with respect to any Company Facility. In any instance requiring payment by the Indemnifying Securityholders pursuant to this Section 4.2, the Company shall promptly provide each Shareholder Representative with copies of any and all invoices supporting such charges and shall utilize reasonably cost-effective means of accomplishing such repairs. Subject to the limitations set forth in the preceding two sentences, the Company's or the Indemnifying Securityholders' responsibilities, as the case may be, shall include correcting all non-compliances and/or citations, paying any and all fines, providing a plan of correction (prior to Closing), providing and bearing the Closing expense for all consultants, staff, materials, supplies and (iii) equipment necessary to complete the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the applicable Seller to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Sellers shall continue to use their commercially reasonable efforts to obtain the necessary consent or approval as soon as practicable after the Closingplan of correction, and (C) upon the obtaining of such consent or approval, the Buyers and the Sellers shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the associated liabilities and obligations of the Sellers) to the Buyersachieve full compliance.

Governmental and Third-Party Notices and Consents. Each Party Following the Closing, each of the Seller and the Buyer shall use its commercially reasonable efforts to obtain, at its expense, obtain all waivers, permits, consents, approvals or other authorizations from Governmental EntitiesEntities or any third parties, and to effect all registrations, filings and notices with or to Governmental EntitiesEntities or any third parties, as may be required for such Party the Buyer to consummate own and operate the transactions contemplated by this Agreement Acquired Assets as of the Closing and to otherwise comply with all applicable laws and regulations Laws in connection therewith; provided, however, that none of Seller's employees or other representatives shall have any obligation to travel in connection with the consummation obtaining of consents from the transactions contemplated by this Agreement. Each Seller shall use its respective commercially reasonable efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, including, with respect to PureSight-Israel if so requested by BCGI-Israel prior SoCal LDC pool customers as to the Closing, the written consent change of the Israeli Investment Center regarding the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedulegas pools. If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned Seller and transferred by the Sellers to the Buyers (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Sellers, after using their commercially reasonable efforts, Buyer are unable to obtain any third party consent to the transfer of any Assigned Contract, unless or until such consent is received or approval prior said agreement is terminated (by lapse of time or by the counterparty thereto but not by the Seller), the Seller shall exercise commercially reasonable efforts at the Buyer's expense to cause the applicable Assigned Contract to remain in full force and effect for so long as this Section 5.1 is applicable to it), (a) the applicable Assigned Contract shall be held by the Seller after Closing as the Buyer's agent, for the benefit of Buyer, to the Closing and extent such holding by the Seller does not violate any Law or violate the terms of the agreement(s) applicable thereto, (iiib) the Closing occurs neverthelessSeller shall provide the Buyer with the economic and other benefits of such Assigned Contract, then (A) including by forwarding to the Buyer any monies received pursuant to such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the applicable Seller to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities or obligations with respect thereto at the Closing, (Bc) the Sellers Seller shall continue endeavor to use their commercially reasonable efforts institute alternative arrangements intended to obtain put the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyers and the Sellers shall execute such further instruments of conveyance (Buyer in substantially the form executed at the Closing) same economic and operational position as may be necessary to assign and transfer if such Assigned Contracts and/or other assets or rights (Contract were transferred to the Buyer. Any fees and the associated liabilities costs of each Party's attorneys arising in connection with complying with this Section 5.1 will be borne by such Party. All costs and obligations expenses of the SellersSeller (other than the fees and costs of the Seller's attorney) arising in connection with complying with this Section 5.1, up to $15,000, will be borne by the Buyer, and all of the Seller's costs and expenses in excess thereof will be borne by the Seller. Any of such costs and expenses of the Seller being borne by the Buyer will be reimbursable by the Buyer to the BuyersSeller promptly following receipt by the Buyer of appropriate receipts or other documentary evidence thereof. All costs and expenses incurred by the Buyer in complying with this Section 5.1 will be borne solely by the Buyer.

Governmental and Third-Party Notices and Consents. (a) Each Party shall use its commercially reasonable efforts Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations Laws in connection with the consummation of the transactions contemplated by this Agreement. Each Seller The Buyer shall pay all filing fees payable to Governmental Entities in connection with the filings under the Xxxx-Xxxxx-Xxxxxx Act and other applicable U.S. or foreign antitrust Laws. Without limiting the generality of the foregoing, each of the Parties shall promptly, and in any event within five (5) Business Days of the execution of this Agreement, file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act or other required filings under any other applicable U.S. or foreign antitrust Laws, shall use its respective commercially reasonable efforts Reasonable Best Efforts to obtainobtain an early termination of applicable waiting periods, at its expenseand shall promptly make any further filings or information submissions pursuant thereto that may be necessary, all such waiversproper or advisable; provided, consents or approvals from third partieshowever, including, with respect to PureSight-Israel if so requested by BCGI-Israel prior that notwithstanding anything to the Closingcontrary in this Agreement, the written consent of the Israeli Investment Center regarding the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, as are required to Buyer shall not be listed in the Disclosure Schedule. If obligated (i) to commence or defend any of the Assigned Contracts Legal Proceeding required to obtain any such waiver, permit, consent, approval or other assets authorization or rights constituting Acquired Assets may not be assigned and transferred by the Sellers to the Buyers (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Sellers, after using their commercially reasonable efforts, are unable to obtain such consent sell or approval prior to the Closing and dispose of or hold separately (iiithrough a trust or otherwise) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other any assets or rights shall not be assigned and transferred by the applicable Seller to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Sellers shall continue to use their commercially reasonable efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyers and the Sellers shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the associated liabilities and obligations businesses of the Sellers) to the BuyersBuyer or its Affiliates.